Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless or settle any claim against the Purchaser that Software or work products supplied hereunder infringe any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will pay resulting costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that Purchaser: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 If such claim has occurred, or in Vendor's opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ agrees to permit Vendor at its option and expense, either to procure for Purchaser the right to continue using the Software or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Software is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software and refund its depreciated value. No termination charges will be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related to the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 Vendor has no liability for any claim of infringement arising from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software in a way not specified by Vendor unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor, Core will defend at its expense, shall defend, indemnify, and save Purchaser harmless or settle own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim against that the Purchaser that Software or work products supplied hereunder Programs infringe any patentU.S. patents, copyright, utility model, industrial design, mask work, trade secret, trademark, trademarks or other similar proprietary right copyrights of a third party worldwide. Vendor party, and Core will pay resulting those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that Purchaser: a) Promptly notifies Vendor action. The foregoing obligations are conditioned on Licensee notifying Core promptly in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendoraction; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor giving Core sole control of the defense thereof and all any related settlement negotiations. 46.2 ; and cooperating, at Core's request and expense in such defense. If such claim has occurredthe Software Programs become, or in VendorCore's opinion is are likely to occurbecome, ▇▇▇▇▇▇▇▇▇ agrees to permit Vendor the subject of an infringement claim, Core may, at its sole option and expense, either to (i) procure for Purchaser Licensee the right to continue using the Software or to Programs, (ii) replace or modify the same Software Programs so that they become non-infringing infringing, or (iii) accept return of the Software Programs, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and functionally equivalentrefund Licensee the pre-paid fees for such Software Programs on a pro-rata basis. If Notwithstanding the foregoing, Core will have no obligation under this Section or otherwise with respect to any infringement claim based upon any use of the Software is enjoined by a court and the Vendor determines that none Programs not in accordance with this Agreement; any use of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Programs in combination with equipment, software, or data not supplied by Core if such infringement would have been avoided but for such combination; any use of any release of the Software Programs other than the most current release made available to Licensee; any modification of the Software Programs by any person other than Core or its authorized agents or subcontractors; or the use of the Software Programs after receiving notice that the Software Programs infringe the intellectual property rights of a third party. Any and refund its depreciated value. No termination charges will all claims for indemnification or infringement defense under this Section must be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to brought before the first anniversary of the date of such returntermination or expiration of this Agreement. Depreciated value shall be calculated on the basis of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related to the initial installation paid by Purchaser shall be refunded by VendorTHIS SECTION STATES CORE'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT. 46.3 Vendor has no liability for any claim of infringement arising from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software in a way not specified by Vendor unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 32.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless or settle from and against any claim claims against the Purchaser that Software any Product or work products Work Product supplied hereunder infringe hereunder, or Purchaser’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will shall pay resulting all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ Purchaser provided that Purchaser: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇Purchaser’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 32.2. If such claim has occurred, or in Vendor's ’s opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ Purchaser agrees to permit Vendor Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Software Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Software Product or Work Product is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Product or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned SoftwareProduct, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five four (54) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 three hundred sixty-five (365) days per year. In the event the Software Product has been installed less than one one (1) year, all costs related to associated with the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 32.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software Product or Work Product in a way not specified by Vendor unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].;

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 30.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless or settle from and against any claim claims against the Purchaser that Software any Product or work products Work Product supplied hereunder infringe hereunder, or Purchaser’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will shall pay resulting all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ Purchaser provided that Purchaser: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 30.2. If such claim has occurred, or in Vendor's ’s opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ Purchaser agrees to permit Vendor Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Software Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Software Product or Work Product is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Product or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned SoftwareProduct, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five four (54) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 three hundred sixty-five (365) days per year. In the event the Software Product has been installed less than one (1) year, all costs related to associated with the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 30.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software Product or Work Product in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software Product or Services Work Product independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor43.1. Vendor will, at its expense, shall defend, indemnify, and save Purchaser harmless defend or settle any claim against the Purchaser that Software or work products supplied hereunder infringe any patent, copyright, utility model, industrial design, mask work, trade secret, work or trademark, or other similar proprietary right of a third party worldwide. Vendor will pay resulting costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees finally awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that Purchaser: a) 43.1.1. Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) 43.1.2. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 43.2. Vendor will pay all costs of such defense and settlement and any costs and damages awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇, except costs paid to the Office of the Attorney General as legal fees. If such claim has occurred, or in Vendor's opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ Purchaser agrees to permit Vendor at its option and expense, either to procure for Purchaser the right to continue using the Software or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Software is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software and refund its depreciated value. No termination charges will be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related transportation to the initial installation site paid by Purchaser shall be refunded by Vendor. 46.3 43.3. Vendor has no liability for any claim of infringement arising from: a) 43.3.1. Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) 43.3.2. Modification of the Software by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) 43.3.3. Use of the Software in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 43.4. Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 29.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless or settle from and against any claim claims against the Purchaser that Software any Product or work products Work Product supplied hereunder infringe hereunder, or Purchaser’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will shall pay resulting all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ Purchaser provided that Purchaser: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 29.2. If such claim has occurred, or in Vendor's ’s opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ Purchaser agrees to permit Vendor Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Software Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Software Product or Work Product is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Product or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned SoftwareProduct, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five four (54) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 three hundred sixty-five (365) days per year. In the event the Software Product has been installed less than one one (1) year, all costs related to associated with the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 29.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software Product or Work Product in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software Product or Services Work Product independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 45.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser WSDOT harmless from and against any claims against WSDOT that any Product supplied hereunder, or settle any claim against WSDOT’s use of the Purchaser that Software or work products supplied hereunder infringe Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial designWSDOTign, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will shall pay resulting all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ WSDOT provided that PurchaserWSDOT: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇WSDOT’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 45.2. If such claim has occurred, or in Vendor's ’s opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ WSDOT agrees to permit Vendor Vendor, at its option and expense, either to procure for Purchaser WSDOT the right to continue using the Software Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Software Product is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Product and provide WSDOT a refund. In the case of Product, Vendor shall refund to WSDOT its depreciated value. No termination charges will be payable on such returned SoftwareProduct, and Purchaser WSDOT will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five four (54) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 three hundred sixty-five (365) days per year. In the event the Software Product has been installed less than one (1) year, all costs related to associated with the initial installation paid by Purchaser WSDOT shall be refunded by Vendor. 46.3 45.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of the PurchaserWSDOT; b) Modification of the Software Product by Purchaser WSDOT or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software Product in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software or Services Product independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor, Core will defend at its expense, shall defend, indemnify, and save Purchaser harmless or settle own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim against that the Purchaser that Software or work products supplied hereunder Programs infringe any patentU.S. patents, copyright, utility model, industrial design, mask work, trade secret, trademark, trademarks or other similar proprietary right copyrights of a third party worldwide. Vendor party, and Core will pay resulting those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that Purchaser: a) Promptly notifies Vendor action. The foregoing obligations are conditioned on Licensee notifying Core promptly in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendoraction; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor giving Core sole control of the defense thereof and all any related settlement negotiations. 46.2 ; and cooperating, at Core’s request and expense in such defense. If such claim has occurredthe Software Programs become, or in Vendor's Core’s opinion is are likely to occurbecome, ▇▇▇▇▇▇▇▇▇ agrees to permit Vendor the subject of an infringement claim, Core may, at its sole option and expense, either to (i) procure for Purchaser Licensee the right to continue using the Software or to Programs, (ii) replace or modify the same Software Programs so that they become non-infringing infringing, or (iii) accept return of the Software Programs, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and functionally equivalentrefund Licensee the pre-paid fees paid for such Software Programs on a pro-rata basis. If Notwithstanding the foregoing, Core will have no obligation under this Section or otherwise with respect to any infringement claim based upon any use of the Software is enjoined by a court and the Vendor determines that none Programs not in accordance with this Agreement, any use of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Programs in combination with equipment, software, or data not supplied by Core if such infringement would have been avoided but for the combination with other equipment, software or data, any use of any release of the Software Programs other than the most current release made available to Licensee, any modification of the Software Programs by any person other than Core or its authorized agents or subcontractors, or the use of the Software Programs after receiving notice that the Software Programs infringe the intellectual property rights of a third party. THIS SECTION STATES CORE’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT. Any and refund its depreciated value. No termination charges will all claims for indemnification or infringement defense under this Section must be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to brought before the first anniversary of the date of such return. Depreciated value shall be calculated on the basis termination or expiration of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related to the initial installation paid by Purchaser shall be refunded by Vendorthis Agreement. 46.3 Vendor has no liability for any claim of infringement arising from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software in a way not specified by Vendor unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 43.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser WSDOT harmless from and against any claims against WSDOT that any Product or settle any claim against Work Product supplied hereunder, or WSDOT’s use of the Purchaser that Software Product or work products supplied hereunder infringe Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will shall pay resulting all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ WSDOT provided that PurchaserWSDOT: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇WSDOT’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 43.2. If such claim has occurred, or in Vendor's ’s opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ WSDOT agrees to permit Vendor Vendor, at its option and expense, either to procure for Purchaser WSDOT the right to continue using the Software Product or Work Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Software Product or Work Product is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software Product or Work Product and provide WSDOT a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to WSDOT its depreciated value. No termination charges will be payable on such returned SoftwareProduct, and Purchaser WSDOT will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five four (54) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 three hundred sixty-five (365) days per year. In the event the Software Product has been installed less than one one (1) year, all costs related to associated with the initial installation paid by Purchaser WSDOT shall be refunded by Vendor. 46.3 43.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor’s compliance with any designs, specifications or instructions of the PurchaserWSDOT; b) Modification of the Software Product or Work Product by Purchaser WSDOT or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software Product or Work Product in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software Product or Services Work Product independently of any of these specified actions. 46.4 Vendor passes through and assigns to CIS and Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name].

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor48.1. Vendor will, at its expense, shall defend, indemnify, and save Purchaser harmless defend or settle any claim against the Purchaser Purchaser, CIS, or the Colleges that Software or work products supplied hereunder infringe any patent, copyright, utility model, industrial design, mask work, trade secret, work or trademark, or other similar proprietary right of a third party worldwide. Vendor will pay resulting costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees finally awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that the Purchaser, CIS, or the College: a) 48.1.1. Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) 48.1.2. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 48.1.3. Vendor will pay all costs of such defense and settlement and any costs and damages awarded by a court or incurred by Purchaser, CIS, or the Colleges, except costs paid to the Office of the Attorney General as legal fees. If such claim has occurred, or in Vendor's opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ Purchaser, CIS, or the College agrees to permit Vendor at its option and expense, either to procure for Purchaser the right to continue using the Software or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Software is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software and refund its depreciated value. No termination charges will be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related to the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 48.1.4. Vendor has no liability for any claim of infringement arising from: a) : - Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) ; - Modification of the Software by Purchaser CIS, a College, or a third party without the prior knowledge and approval of Vendor; or c) or - Use of the Software in a way not specified by Vendor Vendor; unless the claim arose against Vendor’s Software or Services independently of any of these specified actions. 46.4 48.2. Vendor passes through and assigns to CIS CIS, the Colleges, and the Purchaser any and all Patent and Copyright Indemnification provided by [Vendor Name]Chalk & Wire.